Trucap Finance Limited has informed stakeholders about significant developments in the ongoing open offer proceedings initiated by Marwadi Chandarana Intermediaries Brokers Private Limited. The regulatory update reveals SEBI's rejection of the acquirer's withdrawal request and subsequent legal proceedings.

Open Offer Background and Termination

The open offer situation stems from agreements that were terminated in September 2025. Marwadi Chandarana Intermediaries Brokers Private Limited had originally entered into two key agreements with Trucap Finance Limited, both of which were subsequently terminated.

Following the termination of these agreements, the acquirer published advertisements in newspapers on September 25, 2025, announcing the termination and simultaneously requesting SEBI to allow withdrawal of the offer under Regulation 23 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

SEBI's Response and Observations

SEBI has not accepted the acquirer's withdrawal request and instead issued observations on the Draft Letter of Offer. The regulatory body communicated its position through an official letter dated January 30, 2026, effectively requiring the open offer proceedings to continue despite the acquirer's termination of the underlying agreements.

This development indicates that SEBI views the open offer obligations as continuing despite the termination of the original acquisition agreements, maintaining the regulatory framework's integrity for minority shareholder protection.

Legal Appeal and Next Steps

In response to SEBI's rejection, Marwadi Chandarana Intermediaries Brokers Private Limited has escalated the matter to the Securities Appellate Tribunal (SAT). The legal proceedings have been scheduled with specific timelines.

The company has clarified that no stay has been granted on the offer proceedings as of the date of intimation, meaning the open offer process remains active pending the tribunal's decision.

Stakeholder Communication and Next Steps

Trucap Finance Limited has assured stakeholders that appropriate disclosures will be made in accordance with applicable law if there are any changes resulting from the SAT proceedings. The company has indicated that any stay granted or changes in the offer process, schedule, or obligations pursuant to orders or directions from the Hon'ble SAT will be promptly communicated.

For clarifications or assistance regarding the open offer, shareholders have been directed to contact the Registrar to the Offer or the Manager to the Offer, whose details are provided in the Letter of Offer. This development represents a significant regulatory and legal challenge in the ongoing corporate transaction involving Trucap Finance Limited.

TruCap Finance Limited , a non-banking financial company (NBFC), has reported continued losses for the quarter and half-year ended September 30, 2025, while making significant changes to its leadership and employee incentive structure.

Financial Performance

The company reported a consolidated net loss of ₹3,289.12 crore for the quarter ended September 30, 2025, compared to a profit of ₹100.94 crore in the same quarter last year. For the half-year, the net loss widened to ₹4,198.92 crore, against a profit of ₹220.93 crore in the corresponding period of the previous year.

Total income for Q2 FY2026 decreased to ₹2,461.71 crore from ₹5,831.49 crore year-over-year, indicating a significant decline in revenue.

Key Financial Metrics

All figures in ₹ crore, except EPS

Asset Quality

The company's asset quality showed signs of stress, with the Gross Non-Performing Asset (GNPA) ratio rising to 6.64% as of September 30, 2025, compared to 2.59% a year ago. The Net Non-Performing Asset (NNPA) ratio also increased to 4.00% from 1.87% in the same period last year.

Leadership Changes

TruCap Finance announced the appointment of Mr. Vishal Miglani as the interim Chief Financial Officer and Key Managerial Personnel, effective November 14, 2025. Mr. Miglani brings over 23 years of experience in financial services and automotive industries, with expertise in operations, sales, marketing, and financial management.

Employee Stock Options

The Board of Directors approved the grant of 19,07,498 stock options to eligible employees under the Dhanvarsha ESOP Plan 2018. These options, priced at ₹2 per share, are exercisable within eight years from the grant date.

Registered Office Relocation

The company will be shifting its registered office within Mumbai, from the 4th floor to the 3rd floor of the same building complex, effective November 14, 2025.

Debt Securities and Borrowings

As of September 30, 2025, TruCap Finance reported:

• Outstanding debt securities: ₹12,604.36 crore
• Borrowings: ₹19,955.37 crore
• Total financial indebtedness (including short-term and long-term debt): ₹329.13 crore

Conclusion

TruCap Finance Limited faces significant challenges as it navigates through a period of financial stress and deteriorating asset quality. The appointment of an interim CFO and the granting of employee stock options may be seen as steps towards stabilizing the company and retaining talent during this difficult period. Investors and stakeholders will likely be watching closely for signs of improvement in the company's financial health and operational performance in the coming quarters.